Filing Details

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Amendment No. 3

Schedule 13D/A

Under the Securities Exchange Act of 1934

 

Petlife Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

71639B 105

(CUSIP Number)

 

Richard H. Langley, President

Elite International Partners, Inc., 8233 Roxbury, Los Angeles, CA 90069

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 20, 2017

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. [  ]

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 71639B 105

Page 2 of 6 Pages

 

(1) Names of reporting persons:	Elite International Partners, Inc.
(2) Check the appropriate box if a member of a group	(a)
(see instructions)	(b)
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of organization	Nevada
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power	12,644,000 Common
(8) Shared voting power	0
(9) Sole dispositive power	12,644,000 Common
(10) Shared dispositive power	0
(11) Aggregate amount beneficially owned by each reporting person	12.644,000 Common
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
(13) Percent of class represented by amount in Row (11)	6.89% Common
(14) Type of reporting person (see instructions)	CO

 

 

CUSIP No. 71639B 105

Page 3 of 6 Pages

 

(1) Names of reporting persons:	Richard H. Langley
(2) Check the appropriate box if a member of a group	(a)
(see instructions)	(b)
(3) SEC use only
(4) Source of funds (see instructions)	OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of organization	United States
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
(8) Shared voting power	12,644,000 Common
(9) Sole dispositive power
(10) Shared dispositive power	12,644,000 Common
(11) Aggregate amount beneficially owned by each reporting person	12,644,000 Common
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
(13) Percent of class represented by amount in Row (11)	6.89% Common
(14) Type of reporting person (see instructions)	IN

 

 

CUSIP No. 71639B 105

Page 4 of 6 Pages

 

Item 1. Security and Issuer.

 

This Schedule 13D/A relates to the acquisition of shares of Common Stock (the “Shares”) of Petlife Pharmaceuticals, Inc., whose principal executive offices are located at 10120 So. Eastern Avenue, Suite 213, Henderson, NV 89052.

 

Item 2. Identity and Background.

 

Elite International Partners, Inc. is a corporation formed in Nevada whose business address is 8233 Roxbury, Los Angeles, CA 90069. Richard H. Langley is a United States citizen and the sole shareholder of Elite International Partners, Inc. Accordingly, Mr. Langley may be deemed to be the beneficial owner of shares held by Elite International Partners, Inc. During the last five years, neither Elite International Partners, Inc. nor any of its officers or directors, nor Richard H. Langley, or any of their affiliates have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and have not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or that found any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The Reporting Persons acquired the Shares in consideration for services rendered to Petlife Pharmaceuticals, Inc. (the “Company”).

 

Item 4. Purpose of Transaction.

 

The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons do not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect to, the matters listed in paragraphs (b) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

	a.	On March 28, 2017, Elite International Partners, Inc. (“Elite”) entered into a consulting agreement with the Company pursuant to which he was entitled to an aggregate of 4,000,000 shares of common stock as compensation for services. Of these total shares, 3,000,000 shares were to be issued upon execution of the consulting agreement with the remaining 1,000,000 shares were to be issued upon completion of performance of services by Elite. The services were fully performed by Elite prior to October 1, 2017; however, the certificate representing the 4,000,000 shares of common stock was not issued by the Company until March 20, 2018.
	b.	On March 14, 2018, Elite and the Company entered into an Addendum to the consulting agreement which increased the total number of shares to be issued under the consulting agreement by 8,000,000 shares due to the decrease in the open market price per share of the common stock. A certificate representing the 8,000,000 shares of common stock was issued by the Company on March 20, 2018.
	c.	During the past 60 days the Reporting Persons did not sell any shares in the open market.

 

As a result of these transactions, the Reporting Persons currently hold 12,644,000 shares of Common Stock. Such shares aggregate approximately 6.89% of the projected issued and outstanding shares of Common Stock.

 

 

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

On February 1, 2017, the Reporting Persons entered into two Stock Purchase Agreements and transferred the right to have a total of 5,350,000 shares issued to two accredited investors as disclosed on the Schedule 13D/A (Amendment No. 2) which was filed with the Securities and Exchange Commission on July 25, 2017. The two accredited investors have made only a partial payment of the initial purchase price to the Reporting Persons. The two accredited investors, who disclosed to the Reporting Persons that none of the acquired shares have been sold or otherwise transferred, and the Reporting Persons agreed that the two accredited investors will return the 5,350,000 shares to the Reporting Persons with the partial payment of the initial purchase price received by the Reporting Persons, the sum of $124,000, being retained by the Reporting Persons as partial liquidated damages. When such shares are returned, the Reporting Persons will file an amendment to this Form 13D/A.

 

Item 7. Material to be Filed as Exhibits.

 

None.

 

 

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Signatures

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 7, 2018

 

/s/ Richard H. Langley
Richard H. Langley

 

Elite International Partners, Inc.
/s/ Richard H. Langley
Richard H. Langley, President